Common use of Merger Consideration; Conversion of Shares Clause in Contracts

Merger Consideration; Conversion of Shares. (a) At the Effective Time, each share of common stock of CNBT, par value $1.00 per share (the "CNBT Common") then issued and outstanding, other than shares the holders of which have duly exercised and perfected their dissenters' rights under the TBCA, shall be automatically converted into the right to receive an amount (the "Merger Consideration") equal to (i) Ninety-Two Million Dollars ($92,000,000), minus the amount of any dividends paid by CNBT to its shareholders during the period from August 1, 2000, to the date of consummation of the Merger in excess of the sum of $0.12 per share per calendar quarter for each of two calendar quarters and one special dividend not exceeding seven cents ($0.07), minus the payments contemplated by Section 12.2. divided by (ii) the number of shares of CNBT Common issued and outstanding as of the Effective Time (and after exercise of all of the Stock Options (as defined in Section 2.2)) The Merger Consideration shall be paid to each holder of the CNBT Common as of the Effective Time as herein provided. (b) CNBT, BOKF, and BOKSub acknowledge and understand that (i) all Stock Options shall be exercised immediately prior to consummation of the Merger, (ii) all shares of CNBT Common issuable upon exercise of the Stock Options shall be deemed issued and outstanding immediately prior to the consummation of the Merger, and (iii) the CNBT Common to be converted into the right to receive the Merger Consideration shall include, without limitation, the CNBT Common to be issued upon the exercise of the Stock Options. (c) At the Effective Time, BOKF shall deposit or cause to be deposited into an interest bearing account at the Bank of Texas, National Association One Million Dollars ($1,000,000) of the Merger Consideration to be governed by Section 11.2 (the "Representation Escrow Funds"). The Merger Consideration less the Representation Escrow Funds is referred to herein as the "Closing Consideration". (d) At the Effective Time, all of the shares of CNBT Common, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of any certificate or certificates that immediately prior to the Effective Time represented outstanding shares of CNBT Common (the "Certificates") or of any holder of Stock Options shall thereafter cease to have any rights with respect to such shares, except the right of such holders to receive the Merger Consideration upon the surrender of such Certificate or Certificates or exercise of such Stock Options in accordance with Section 1.6. (e) At the Effective Time, each share of CNBT Common, if any, held in the treasury of CNBT immediately prior to the Effective Time shall be canceled. (f) At the Effective Time, each share of common stock, par value $1.00 per share, of BOKSub outstanding immediately prior to the Effective Time shall be converted into one share of CNBT Common. (g) If any holder of CNBT Common is entitled to dissent from the Agreement and the Merger under the TBCA and such holder thereof perfects such holder's rights under the TBCA in accordance with the provisions thereof, any issued and outstanding shares of CNBT Common held by such dissenting holder ("Dissenting Shares") shall not be converted as described in this Section 1.5, but from and after the Effective Time shall represent only the right to receive such cash consideration as may be determined to be due to such dissenting holder pursuant to the TBCA; provided, however, that each share of CNBT Common outstanding immediately prior to the Effective Time and held by a dissenting holder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal shall have only such rights as are provided under the TBCA.

Merger Consideration; Conversion of Shares. (a) At the Effective Time, each share of common stock of CNBTChaparral, par value $1.00 per share (the "CNBT Chaparral Common") then issued and outstanding, other than shares the holders of which have duly exercised and perfected their dissenters' rights under the TBCA, shall be automatically converted into the right to receive an amount (the "Merger Consideration") equal to (i) Ninety-Two Million Dollars $29,900,000, plus ($92,000,000)a) the difference (which may be a loss) between the amount realized by CCNB (including principal and interest) upon collection or sale of any of the CCFC Assets (as defined in Section 1.7) and the Book Value (as defined in Section 1.7) thereof, between the date of this Agreement and the Effective Time, minus (b) 134% of the amount of bonuses paid pursuant to Section 5.2(e) of this Agreement, and minus (c) the amount of any dividends paid by CNBT Chaparral to its shareholders during the period from August January 1, 2000, 1999 to the date of consummation of the Merger in excess of the sum of $0.12 per share per calendar quarter for each of two calendar quarters and one special dividend not exceeding seven cents ($0.07)Merger, minus the payments contemplated by Section 12.2. divided by (ii) the number of shares of CNBT Chaparral Common issued and outstanding as of the Effective Time (and after exercise of all of the Stock Options (as defined in Section 2.2)) ). The Merger Consideration shall be paid to each holder of the CNBT Chaparral Common as of the Effective Time as herein provided. (b) CNBTChaparral, BOKF, BOKF and BOKSub acknowledge and understand that (i) all Stock Options shall be exercised immediately prior to consummation of the Merger, (ii) all shares of CNBT Chaparral Common issuable upon exercise of the Stock Options shall be deemed issued and outstanding immediately prior to the consummation of the Merger, and (iii) the CNBT Chaparral Common to be converted into the right to receive the Merger Consideration shall include, without limitation, the CNBT Chaparral Common to be issued upon the exercise of the Stock Options. (c) At the Effective Time, BOKF shall deposit or cause to be deposited deposited, each into an interest interest-bearing account at the Bank of Texasaccount, National Association One Million Dollars (i) $1,000,000) 400,000 of the Merger Consideration to be governed by Section 11.2 (the "Representation Escrow Funds"), and (ii) an amount, if any, equal to the aggregate Tax Basis (as defined in Section 1.7) of the CCFC Assets owned by CCNB as of the Effective Time (the "CCFC Escrow Funds"). The Merger Consideration less the Representation Escrow Funds and the CCFC Escrow Funds is referred to herein as the "Closing Consideration"). Each holder of the Chaparral Common may elect to receive the Closing Consideration in any combination of (i) cash or (ii) a single Promissory Note payable to the shareholder by BOKF ("BOKF Note"). Each BOKF Note shall (i) be substantially in the form attached hereto as Exhibit A (the "BOKF Note" and collectively the "BOKF Notes"); (ii) bear interest at the rate per annum equal to the "Applicable Federal Rate" as defined under the Internal Revenue Code of 1986, as amended (the "Code"), based upon the term of such BOKF Note, (iii) be due and payable in full on January 2, 2000. (d) Unless a Chaparral shareholder (including holders of the Stock Options) shall deliver to Chaparral not later than the meeting of shareholders of Chaparral at which the shareholders vote on the question of approval of this Agreement a written election ("BOKF Note Election") in a form approved by counsel to BOKF (which approval shall not be unreasonably withheld or delayed) to receive the Closing Consideration or part thereof in the form of a BOKF Note, the shareholder shall be irrevocably deemed to have elected to receive the Closing Consideration in all cash. Any Chaparral shareholder who has timely delivered the BOKF Note Election may withdraw such election, and receive the Closing Consideration in all cash, by delivering written notice to Chaparral to that effect not less than twenty (20) days prior to the Closing Date (as defined in Section 9.2). (e) At the Effective Time, all of the shares of CNBT Chaparral Common, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of any certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of CNBT Chaparral Common (the "Certificates") or of any holder of Stock Options shall thereafter cease to have any rights with respect to such shares, except the right of such holders to receive the Merger Closing Consideration upon the surrender of such Certificate or Certificates or exercise of such Stock Options in accordance with Section 1.6. (ef) At the Effective Time, each share of CNBT Chaparral Common, if any, held in the treasury of CNBT Chaparral immediately prior to the Effective Time shall be canceled. (fg) At the Effective Time, each share of common stock, par value $$ 1.00 per share, of BOKSub outstanding immediately prior to the Effective Time shall be converted into one share of CNBT Chaparral Common. (gh) If any holder of CNBT Chaparral Common is entitled to dissent from the Agreement and the Merger under the TBCA and such holder thereof perfects such holder's rights under the TBCA in accordance with the provisions thereof, any issued and outstanding shares of CNBT Chaparral Common held by such dissenting holder ("Dissenting Shares") shall not be converted as described in this Section 1.5, 1.5 but from and after the Effective Time shall represent only the right to receive such cash consideration as may be determined to be due to such dissenting holder pursuant to the TBCA; provided, however, that each share of CNBT Chaparral Common outstanding immediately prior to the Effective Time and held by a dissenting holder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal shall have only such rights as are provided under the TBCA.